I have the following comments on Steven’s explanation for lawyer drafting errors in transaction documents.

While his 3 reasons all have some merit, I suggest that the primary problem is too many lawyers and poor project management. I always tried to minimize the legal “deal team” with abililty to modify any document to 2 or 3 lawyers. [Often, of course, I would have to consult a specialist in tax, IP, etc. But, I would always have the specialist explain the issues to me, and I would do the drafting. If I didn't understand the issues well enough to do the necessary drafting, that simply highlighted another problem to be addressed (either a lack of clear agreement between the parties or insufficient understanding on my part).]

In fact, I primarily used the world-class law firms I engaged to assist on deals as a source of specialists. Drafting responsibility remained with in-house lawyers responsible to the business. They knew they were important, because their drafting quality was more likely to have a direct effect on their bonuses and continued engagement. Needless to say, I got a lot of push back from the firms on this practice. They were not happy about being relegated to the background.

As for project management, if I was the lead lawyer on the deal I read all revised drafts for consistency. [Which, as you've probably seen, is more than I do for my email traffic!] For my last in-house client, I developed and implemented an issue tracking system (Easy: Our Position, Their Position, Compromise Positions Under Consideration.) to make it easier for other lawyers and management to track negotiations and maintain consistency in the documents.

Bottom line: There is a lot of truth in the old adage about the correlation between an excessive number of cooks and poor quality broth.

Regards,

Mike